NewMarket (NEU) appoints EVP Bruce Hazelgrove to board, joins Executive Committee

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NewMarket Corporation reported that its Board of Directors elected Bruce R. Hazelgrove, III as a director effective immediately. Hazelgrove currently serves as Executive Vice President and Chief Administrative Officer of the company, so he will not be considered an independent director.

He will serve on the Board’s Executive Committee but will not sit on other Board committees because of his officer role. NewMarket also states that additional information about Hazelgrove, previously disclosed under “Certain Relationships and Related Transactions” in its March 12, 2025 proxy statement, is incorporated by reference. The filing notes that he will not receive any additional compensation for his Board service.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/26/2026 - 05:00 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

1-32190

20-0812170

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


330 South Fourth Street,
Richmond, Virginia				23219
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (804) 788-5000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, without par value

NEU

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors.

On February 26, 2026, the Board of Directors of NewMarket Corporation (the “Company”) elected Bruce R. Hazelgrove, III as a director on the Company’s Board effective immediately. Mr. Hazelgrove currently serves as the Company’s Executive Vice President and Chief Administrative Officer. Mr. Hazelgrove will not receive any additional compensation for his service as director. Mr. Hazelgrove will serve on the Executive Committee. He will not serve on any of the Board’s other committees given that he does not qualify as independent due to his service as a Company officer. Further, the information related to Mr. Hazelgrove set forth under the caption “Certain Relationships and Related Transactions” set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 12, 2025, is hereby incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Ex.104		Cover Page Interactive Data File (Embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 26, 2026


NEWMARKET CORPORATION

By:		/s/ Timothy K. Fitzgerald
Name:		Timothy K. Fitzgerald
Title:		Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board change did NewMarket Corporation (NEU) disclose in this 8-K?

NewMarket Corporation disclosed that its Board elected Bruce R. Hazelgrove, III as a director, effective immediately. He is already the company’s Executive Vice President and Chief Administrative Officer and will now also serve on the Board’s Executive Committee without receiving additional director compensation.

Who is Bruce R. Hazelgrove, III at NewMarket Corporation (NEU)?

Bruce R. Hazelgrove, III is NewMarket’s Executive Vice President and Chief Administrative Officer and has now been elected to the Board of Directors. Because he is a company officer, he does not qualify as an independent director under the Board’s standards and will serve in a non-independent capacity.

Will Bruce Hazelgrove receive extra compensation for joining NewMarket’s board?

Bruce Hazelgrove will not receive any additional compensation for serving as a director. The company specifies that although he is joining the Board and its Executive Committee, his compensation will remain that of an executive officer, with no separate director fees or equity awards described here.

Which NewMarket Corporation board committees will Bruce Hazelgrove serve on?

Bruce Hazelgrove will serve on NewMarket Corporation’s Executive Committee. The company states that he will not serve on any of the Board’s other committees because he is a company officer and therefore does not qualify as an independent director under applicable governance standards referenced by the Board.

Why is Bruce Hazelgrove not considered an independent director at NewMarket (NEU)?

Bruce Hazelgrove is not considered independent because he serves as an executive officer, specifically Executive Vice President and Chief Administrative Officer. NewMarket notes that this officer status disqualifies him from independence and restricts him from serving on other key Board committees that typically require independent members.

Where can investors find more background on Bruce Hazelgrove’s relationships with NewMarket?

Investors can find more information under “Certain Relationships and Related Transactions” in NewMarket’s Definitive Proxy Statement filed March 12, 2025. The company incorporates that section by reference, indicating that previously disclosed relationship and transaction details remain relevant to his new service as a director.

Filing Exhibits & Attachments

3 documents